ML20073E120
| ML20073E120 | |
| Person / Time | |
|---|---|
| Site: | Seabrook  |
| Issue date: | 04/26/1991 |
| From: | NUCLEAR ENERGY SERVICES, INC. |
| To: | |
| Shared Package | |
| ML20073E092 | List: |
| References | |
| 83A5643, NUDOCS 9104300065 | |
| Download: ML20073E120 (46) | |
Text
I
.r New Itatupshire Yankee April 26,1991 ENCLOSURE 2 PROCEDilRE FOR Tile REVIEW OF DR AWINGS 9104300065 910426 hDR ADOCK 05000443 PDR J
83A5643 0
NUCLEAR ENERGY SERVICES DOCUMENT NO.
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-.. a Pro)*:t Appicaton Copy No.
Assgneo To l
2007 - Seabrook RT Review I
WPROVALS l
TITLE / DEPT. - SIGNATURE - DATE l
REV NO PREPARED BY EVIEWhE ). Y APPROVED BY A
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- 3 REVISION LOG ooCuuttn No.
PAGE OF-NUCLEAR ENERGY SERVICES,INC.
f)
DATE P, AGE DESCRIP1lON APPROVAL
=
l 7ORM t NES 206 390
83^*3 l
DOCUMENT NO.
NUCLEAR ENERGY SERVICES 3
10 PAGE
_ OF
- 1. OlljECTIVE l
The objective of this procedure is to develop a list of field welds which were trquired to be radiographed during construction. This list will be developed from a data extraction of the completed data sheets shown in Figure 6.4.
- 2. GENERAL 4
This procedure applies to the collection and review of N-5 data packages, NIS-2 Fonns, N-5 isometric drawings, support drawings and any applicable design change documents. The appropriate data from these documents will be recorded on the data collection sheet included in this procedure
- 3. REFERENCES
- 1. ASME Boiler and Pressure Vessel Code, Section 111 and VI!!,1977 Edition with Winter 1977 Addenda.
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- 2. ANSI Power Piping B31.1 with 1977 Addenda, l
- 3. NilY Procedure 17400, Request for Engincering Services (RES).
- 4. NES Procedure 83A5641, Procedure for the Review of Radiographic Records.
- 5. NES Procedure 83A5642, Procedure for the Review of Radiographs.
- 6. N1!Y Inquiry No. 76945.
- 4. SCOPE The scope of this work includes field welds for the following:
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4.1 ASME B&PV Code Section 111, Class 1,2 & 3 Piping 4.2 ASME B&PV Code Section 111, Class 1 Supports 4.3 ASME B&PV Code Section VHI, Unfired Vessels r
4.4 ANSI B31.1 Power Piping l
l FORM #NES 205 7/90
83A3643 DOCUMENT NO.
NUCLEAR ENERGY SERVICES 4
10 PAGE OF
- 5. TASK DOCUMENTS 5.1 INPUT 5.1.1 N-5 data packages 5.1,2 Line segment lists i
5.1.3 P&lDs h,
5.1.4 isometrics j
5.1.5 Suppon drawings i
j 5.1.6 Design change documents 5.1.7 NIS-2 data packages 5.2 OUTPUT f
i 5.2.1 Completed data sheets (Figure 6.4) 5.2.2 Copies of suppon documents for the data sheets l
5.2.3 List of field welds reviewed I
- 6. PROCEDURE 6.1 Using the N-5 list of ISO's, the Field Engineer shall compile a list of isometrics and support drawings (Class I only for supports) to be requested from NIIY, The list shall be cross checked against the line segment list and the P&lD to insure that all lines have been included. Any discrepancies shall be resolved by NiiY.
6.2 The Field Engineer will request the hard copy isometrics and support drawings from the NilY Records Management Department.
6.3 The Field Engineer will develop a list of engineering design change documents outstanding against each isometric drawing and support drawing. The N-5 data trports and current reports from the NilY Change Document Tracking System will be the base documents for l
developing the list.
FORM #NES 205 7/90
83^
3 DOCUMENT NO, NUCLEAR ENERGY SERVICES 0
10 PAGE.
- 0F 6.4 The Field Engineer shall review each isometric or support drawing, ortstanding or unincorporated design change documents and applicable NIS-2 forms and record the following on the data sheet (see Figure 6A):
1)
The unit (e.g.1) l 2)
The system (e.g. RC, MS, CilS) 3)
The line number 4)
The ISO number or drawing number for supports 5)
The revision level of the ISO / drawing 6)
The applicable Construction Code 7)
All field welds shown on the ISO / drawing 8)
Applicable design change documents impacting the weld status information for an isometric drawing 6.5 Any design change document listed in the N-5 package shall be reviewed to determine if it impacts the field welds or the radiography requirements.
6.6 The Field Engineer si all review the ISO / drawing to determine which field welds are listed as requiring radiography. This infonnation shall be recorded in the "RT Required" column.
6.7 For those welds where RT was not listed as required the Field Engineer shall apply the Code, as summarized in Figure 6.1 for ASME piping systems, Figure 6.2 for ANSI B 31.1 piping systems and Figure 6.3 for Class I supports, to determine the reason. This icason shall be recorded on the data sheet using the standard basis codes on the bottom of the data sheet, or if these do not apply, the reason shall be stated.
6.8 If the Field Engineer can not determine the reason why RT was not required, the space shall be left blank.
6.9 The Field Engineer shall sign and date each data sheet and submit it to the Project Manager along with copies of appropriate isometric drawings or support drawings and any design change documents which were used in compiling the data sheet.
6.10 The Project Manager shall review each data sheet for completeness and legibility.
FORM #NES 205 7/90
8^*3 DOCUMENT NO.
NUCLEAR ENERGY SERVICES 6
10 PAGE OF 6.11 Any blanks in the " Basis for No RT" column shall be investigated by the Project hianager,
(
6.12 If the Project hinnager's investigation determines there is not a valid reason for not requiring radiograph for the field weld in question, the Project hianager will document the anomaly using NilY Procedure 17400, Request for Engineering Services (RES). The Project hianager will forward the RES to the NilY 1RT hianager. NilY will provide a resolution of the anomalous condition in the response section of the RES.
6.13 If the NHY 1RT hianager is able to determine a reason for not requiring radiography, this
(
shall be entered on the data sheet. If no reason can be found, the field weld shall be marked
" indeterminate".
6.14 After the data sheets have been reviewed and signed by the Project hinnager a list of field l
welds will be developed for each system with the designation of"RT required" or "RT not required" or " indeterminate" noted for each field weld.
6.15 The work effort is continued in the Procedute for the Review of Radiographic Records, Reference 4.
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FORM #NES 205 7/90
83A5643 DOCUMENT NO, NUCLEAR ENERGY SERVICES 7
10 PAGE 0 F ___
FIG URE 6,1 l
NDE Requirements for Field Installation of Piping per the 1977 Edition of ASME Section til with j
Addendas through Winter 1977.
)
ASME ASME RT Applicable lype.cf Welds Chu Examination ASME Code Para
- 1. Circumferential 1
Required NB-5222 Butt Weld 2
Required NC-5222 Joints 3
Not required ND-5222
- 2. Branch Piping 1
Required for piping > 4" NPS NB-5242 Butt Welded 2
Required for piping > 4" NPS NC-5242 Joints 3
Not required ND-5242
- 3. Branch Piping 1
Required for piping > 4" NPS NB-5243 Corner Welded 2
Required for piping > 4" NPS NC-5242 Joints and Oblique 3
Not required ND-5242 Piping Connections
- 4. Fillet and Socket 1
Not required Nib 5260 Welds (excluding 2
Not required NC-5260 Name Plate Welds) 3 Not required ND-5222 FOCM #NES 205 7/90
t 83A5W3 DOCUMENT NO.
NUCLEAR ENERGY SEP. VICES 8
10 PAGE OF FIGURE 6.2 l
Mandatory Minimum Nondestructive Examination Requirements for Non-Nuclear Pressure Weldt or Welds to Pressure Retninine Components Piping Service Conditions and Nondestructive Examination ANSI B31.1-1977 with Addenda up to and including W '77 I
Systems with design l
Temperatures between Critical Service 350*F and 750*F and Systems with inclusive and at all i
l design Temperatures design pressures
)
Tynes of Welds over 750T over 1025 usic All Others E
Butt Welds (Girth and RT for NPS RT for over 2 in.
No RT required j
Longitudinal) over 2 in.
NPS with thickness f
over 3/4 in, f
RT not required
@ s 2 in. NPS
@ s 2 in. NPS &
@ Excluded system
~.s3/4in.T conditions Welded Branch RT for branch RT for branch over No RT required connections * (Size over 4 in. NPS 4 in. NPS and thickness indicated is Branch of branch over 3/4 in.
Sire)
' RT not nquired -
h s 4 in.
@ s 4 in. NPS &
@ Excluded system s 3/4 in. T conditions :
Fillet, Socket Welds, No RT required No RT required No RT required Deposited Weld Metal 3
1 as Reinforcement (including at access 1
hole pads)
- In lieu of radiography of welded branch connections when required above, liquid penetrant or magnetic particle examination is acceptable.
@ ANSI B31.1 Code reasons for excluding RT FORM #NES 205 7/90
83^
DOCUMENT NO.
H NUCLEAR ENERGY SERVICES 0
PAGE
.OF 171G URE 6.3 RT mquirements for piping supports per 1977 Edition of ASME Section til with Addendas through Winter 1977 and Code Case N-413.
ASME RT Applicable Iype of Weld lhamination ASMF Code Para
- 5. Class 1 Plate and Shell Type Support Leag. and cire, full penetration butt and Required NF-5211 groove joints, double fillet welded lap joints and full fillet welded tee joints in primary members h Plate & shell support weld types NOT requiring RT
- 6. Class 1 Linear Type Support Full penetration butt welded joints, full Required NF-5212 penetration tee joints, corner joints, and full fillet welds in primary members h ~ Linear support weld types NOT requiring RT
- 7. Class 1 Cornponent Standard Support Full penetration butt joints in primary Required NF -5213 members h Standard support weld types NOT mquiring RT I
FORM #NES 205 7/90
DOCUMENT NO.
83A3643 NUCLEAR ENERGY SERVICES PAGE 10 op 10 FIGUllE 6.4 ries /NHY IDENTIFICATION OF FIELD WELDS Page of REQUIRING RADIOGRAPHY
}
UNIT SYSTEM LINE NO, ISO NO./Dwg. No.
REV.
APPLICABLE CODE:
ASME Section til O ASME Section Vill O ANSI B 31.1 O RT Required Field Weld Number Yes No Basis for No RT Applicable Change Documents J
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"9 " "
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- a 3 exem t piping wold F - Filet or socket weld Signature Signature f
BB - Branch pip (ina butt weld 5 4" NPS Crass 1 & 2)
Date Date SY' P fah1Y2 T -Tack weld D - Weld Deleted h - B31.1 Codes from Figure 6.2 h - Class 1 Support Codes from Figuro 6.3 FORM #NES 205 7/90
New llampshire Yankee April 26,1991 ENCLOSURE 3 PURCil ASE ORDER 76945 i
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SEA 0 ROOK JOINT OWNERS Purchase Order 76h9 New H mpshire Yankee Division of Public Service Company of New Hampshire, Agent Purchase Order Date 04/11/71 00000N274 NUCLEAR EldE43Y SERVICES Ship To: ** CONT;ACT**
!HELTER ROCK ROAD SHIP TO N/A DANBURY CT 06810-7095 yar Expeditar Confirming To Taxable S.
PECK C.
GRANT SJB J A!45 5 dALKER 43 Tax 0.B. Point
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~ Ship Via Prepaid Payment Terms O!.STINATION ti/A NO NET 20
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CID/ Description Quantity /UM Unit Prico Extended Amount 3
$1 1
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6 SERVICES PPOVIDE THE NUCESSARY PROFESSIONAL SERVICIS T3 COMPLETE A PfVIEW OF 4ADIDGP.AP55 IN ACCORDAt<CE WITH !G HA?iPSMI AE YAME 3 (Wf) SPECIFICATION TITLED "PP.GJ5CT SPECIFICATION F3n VEqtrYING COGLETENESS OF RA3t0GkAPMit RECOR05", Af. VISION NC.
1, DATED *iAFCH 28, 1991, AND NUCLEA4 51F.fsG Y SERVICES (hfS)
Fit 0POSAL N?. 9120-G79, DATEG APRIL 3, 19")1.
SERVIC65 PROVIDEC SHAT.L M IN ACCORDANCE rlITH 1ri! TERMS ANO CONDITIONS CC THE FOLL3r(ING OOCUMENTS:
A.
CONSULTflu SERVICES AGREEMENT, DATED APRIL 10, 1935 fi.
SPECIAl. C3NDITIONS FOR SECUkITY CLEARANCE F02 Ut, ESCORTED ACCESS, REVISED FEC4UARY 1991 C.
NE.I HAMPSHIRE YANKEE SAFETY HAN0500r.
THE SERVICES SHALL COMM5NCC DN APRIL B, 1941 MD :!E COM?LETED N3 LAIER THAN JULY 31, 1991.
THE SE4 VICES SHAl.L Bd FERF:MMED FOR THE TCTAL FIXCO ORICr, of t h ',fHICH PRICE 13 MAGE UP OF -
4 (CONTINU50 NEXT PAGE)
INSTGUCTIONS TO SELLE RS.
1J Refer:nce the Purchase Order Numbee on allinvoeces. Statemenis, Contaners and Behs of Ladmg
- 2) Submd invokes m tnotcate to. Accounts Payable Dept. Dos 300 6eattorA N H 03874
- 3) Sho* Purchase Order Numter, une item, and CIO Number on all invoices and P;ckerig Liett di lavocs each purchase Order separately Steiements of account wdi not tie processed as invoces DWor Authorized Signature
SEA 0 ROOK P^cs 2
JOINT OWNERS Purchase Order 76945 N;w Hampshire Yankee Division of Public Service Company of New Hampshire, Agent Purchase Order Date 00000N274 NUCLEAR ENERGY SERVICES Ship To:
l uyar Expeditor Confirming To Taxable
.O.B. Point Ship Via Prepaid Payment Terms em CID/ Description Quantity /UM Unit Price Extended Amount o
A.
BASIC W3RK SCOPE - $
B.
OPTIONAL WORK SCOPE - $
THE WORK WILL DE Ihv0!CEO MONTHLY SASEC ON CCMPLETED MILE-itGNES CONSISTING OF -
A.
BASIC W3PK SCOPE P P.0 J EC T INITIATIOf4 HILEST3NE - t M (PERSONNEL ON SITE, PROCEDURES APPROVED)
DATA COMPILATION FOR EACH OF 22 SYSTEMS -1 6 (DATA GHEETS AND LISTS COMPLET3D FOR SCTH THE RADIOGRAFH AND DESIGN TASKS)
FINAL REPORT - $M
( SUCAl t., ION )
8.
OPTIONAL WGRK SCOPE DATA COMPILIATION FOR EACH OF 22 SY5TEMG - fM ALL TECHNICAL DIRECTION UNDEF THIS OP.0ER WILL 30 PROVIDd D 3Y NEW HAMPSHIRE YANUE - MR. ECWARD DESVARAIS.
ALL INVOICES,REQUIAE THE APPROVAL OF MR. DESMARAIS AND M4.
(CONTINUED NEXT PAGE)
IN3TRUCTIONS TO SELLERS.
1J R:fwence the Purchase Order Number on att invoices. Statements.
Contamers and B lis of Lad.ng-2 ) Sutxmt invoices m tr*phcare to:Accounsa Payable Dept. Boa 300 SubrooN N.H. 03814
- 3) Show Purchase Order Number, Lme item, and CIO Number on allinvoices Ond Packmg listi d) Invo.co each Purchase Order separately. Statements of account mai not be processed as invor.es Duyer Authori2nd Signature m
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^4 SEABROOK PAGE 3
> cm 6-JO!NT-OWNERS Purchase Order. 76945 L
New H5nsshir5 Yank $e Division of. '$ J',. '..
Purchase.. Order Date.
.y Public Servi _ce Company of New Hampshire, Agent.
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Expediter Confirming To Taxable at
.O.B. Point Shlp Via Prepaid Payment Ierms jg*
CID/ Description Quantity /UM Unit Price Extended Amount.
STEVE PECK.
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. A, VENDOR DELIVERY DATE 07/31/91 ***
a DIST ACCT 01001 1 50547 0004 MPR 331830 DRIGIN:
DE S'4 AR AI S CONFIRMING DO NOT OUPLICATE ACKNOWLEDGEMENT REQUIRED
/
P INSTRUCTIONS TO SELLERS:
T0TAL AMOUNT M
- 1) Rifer:nce the Purenase Order Number on att invoces, Statemeets, f
Containers and Bdts cf Ladmg:
2.) Submit invo.ces in tnoticate to: Accounts Payable Dept Bos 300 j [
Seabrook, N.H. 03874
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,3) Sitow Purchase Crder Numbst, Line itern, and CIO Number on allinvoicae jf
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- 4) inroke each Purcnase Order separatety. Statements of account wdi not Duyer Autriorized Signature be processed as invocat
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March 28, 1991 Rev. 1 L
PROJECT SPECIFICATION FOR 1
- VERIFYING COMPLETENESS OF RADIOGRAPHIC RECORDS PURPOSE J
This Project is in response to the NRC Region I request to have NHY account for code required radiographs corresponding to field welds performed by Pullman.
Higgins.
The NRC's specific requests are as follows:
1.
Re review the Seabrook as built isometric drawings and identify all
-Pullman Higgins field welds for which radiography was.a requirement established by code (e;g., ASME, B31.1).
2 Determine whether New Hampshire Yankee has the required radiographs and RIRs for; all welds identified by the above review, and whether those records attest to independent YAEC determination of acceptability. If they do not, please explain why not, 3.
.During_the above review and determination, if any additional incomplete records are noted, assess the individual and generic causes and safety implications, and take appropriate componsatory and/or corrective actions.
4.
' Report.the results of this effort to the NRC within about one week of its completion, retaining auditable records of the effort on-site for reference.
- The background for thts request begins with ~ allegations raised by a former-
-Level III radiograph reviewer employed by Pullman-Higgins during the construction of -Seabrook Station.
The NRC and NHY have conducted several 'extensivo studies "mt n of the programs and processes - that assured the welding process and non-destructive examination. To date, these evaluations have reviewed approximately 960 separate welds and their associated documentation.
n e
SCOPE
- The scope of this Project is based on the American Society of Mechantcal Engineer's (ASME) Code, up to and including the Winter 1977 addenda; and the American National Standards Institute -(ANSI), B31.1 Power Piping Code, 1977 Edition, with addenda up to and including Winter 1977. The following sections provided details for individual components of this effort.
4 v
2 1.
This work scope will be performed under the N1PI Quality Assurance program.
The contractor will prepare procedures that will control the work process I
and products resulting from these efforts.
NIN will approve the contractor's procedures prior to the start of work. Other NIN QA programs and procedures, such as Records Management, will apply to this work activity.
2.
The contractor, using existing N11Y engineering records, will develop a list of field welds (piping, unfired pressure vessels, and supports) requiring l
radiography. The following serves as an examul f of deriving this list for ASME piping systems.
A.
Identify the N 5 data reports for each ASME system.
B.
Determine the applicable N 5 partial ' ;a reports.
C.
Tabulate field welds requiring radiography using the N-5 isometric drawings and referenced design change documents that pertain.
Identify field welds with an indeterminate status.
D.
Resolve field welds with an indeterminate status through a design change document re"lew and application of the ASME criteria.
E.
Highlight or red line a design ('D') level Piping and Instrumentation Diagram (P&ID) to verify that the ASME class boundaries have been covered by the isometric drawing review.
F.
Complete the system data collection sheets containing relevant l
information such as field weld number and corresponding isometric.
Compile a single list, by system, of the field welds requiring radiography.
Submit copies of this documentation to NHY.
3.
The contractor, as a separate activity but in the same system priority sequence, will develop a listing of welds for which radiographs currently exist in the NIPl records vault.
NIU currently has more than 4,100 radiographic packages in the vault. The contractor will review each film package (Radiograph Inspection Report) for items such as required signatures, approval dates, stations, and documentary evidence that the archived radiographs are in the vault.
The contractor will also review
3 each film package for the Yankee Atomic Electric Company signature and date.
The contractor will document these reviews and include relevant information.
The contractor will also develop a list, by system, of the field welds for which radiography currently exists.
The contractor will submit these data sheets to NHY, 4.
The contractor will also verify that the archived radiograph packages in the vault contain the final approved films indicated by the Radiograph Inspection Report (e.g., date shot, system, weld number, station number).
5.
The contractor will compare the results of these two efforts (2 and 3 l
above) and match the list of field welds requiring radiography with the list of field welds for which radiography exists.
At the earliest point in time possible and as the questions occur, the contractor will identify and report any discrepancies or anomalies between the lists to NHY. NHY will be responsible for resolving these discrepancies and providing a written response to the contractor.
a report to NHY documenting the l
6.
The contractor will prepare and submit results of their efforts. This report shall include the procedures which controlled the work activities, the individual data collection sheets, the field weld listings, the field weld listings comparison, the NHY written resolution of any anomalies and a listing of any unresolved anomalies.
NOT INCLUDED IN THE SCOPE NHY is responsible for preparing the licensee response to the NRC's four specific ' requests.
The NHY response will use the pertinent parts of the contractor's report as the basis for NHY's report to the NRC. NHY is responsible for assessing the individual and generic causes and safety implications for any anomalies, or deficiencies identified through the contractor's ef forts, NHY is responsible for taking the appropriate compensatory and/or corrective actions associated with the anomalies or deficiencies identified through the contractor's efforts.
I
9 -
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SCHEDULE The contractor should complete the described Project, including submittal Lof the contractor's final report, by July 31, 1991.
SOURCE OF DIRECTION The NHY Independent Review Team (IRT) Manager will provide scope and
- administrative direction to the contractor.
The contractor will designate a Project Manager who will report _ to the IRT Manager.
The contractor's Project l
Manager will be responsible for providing technical, quality and engineering related direction to the contractor's employees.
1 LOCATION In order to expedite the' start-up of this Project, NHY will provide. full
-time assistance -(using the contractor's-procedure) to the contractor personnel-until' ' roughly ten percent. (by weld count) of the total work scope has been
-completed.
This entire work activity is to be performed on site.
NHY will provide work space and normal office amenities, including clerical support. NHY will also provide-ready access to the documentation necessary to -perform this activity.
OUALIFICATIONS The contractor will submit ' resumes and references (including telephone numbers) for the individuals proposed for this work activity. The contractor's employees will be processed for work on the Seabrook site. This processing will
' include background investigation, Fitness For Duty and General Employe6 Training.
in0( retains ' the right to remove 'any contractor or individual from the site or from the Project without cause.
-The contractor's employees are expected to retain the following qualifications and experience:
9 5
I A.
A working knowledge of 10 CFR 50 Appendix B; B.
A working knowledge of ASME Sections III, V, VIII, and XI; C.
A working knowledge of ANSI B31.1; Prior desi n engineering experience; and D.
6 E.
A working knowledge of Non-Destructive Examination including volumetric examination.
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7 4 -.,
CONSULTING SERVICES AGREEttRNT Botveen SEAliROOK OWNi:RS, Acting Through NEW llAMPSillRE YANKEC DIVISION of
.PUBLIC SERVICE COMPANY OF NEW HAMPSilIRE nu Agent.
P.O. Box 700 1
Senbrook, New llampshiro 03874 And NUCLEAR ENBRGY SERVICES A UNIT OF QUAL CORPORATION S!!ELTER ROCK ROAD DANBURY, CT 06810 O
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i l'
l TABLE OF CONTENTS
.I EE E
j ARTICLE 1 DESCRIPTION OF SERVICES...................'......
1 ARTICLE II OWNER AND OWN ER' S REPRESENT ATIV E................
2 ARTICLE Ill TERM OF THE AGREEMENT AND TERMINATION...........
3 ARTICLE IV PAY M E N T FO R S E RV 1 C E S............................
4 ARTICLE V STANDARD OF PERFORMANCE.........................
7 ARTICLE VI I N S U RAN C E.......................................
8 ARTICLE VII LI MIT AT I O N O F LI Abl L I TY.......'..................
10 ARTICLE VIII INDEMNIFICATION.................................
12 ARTICLE IX RIGHT TO INSPECTION AND AUDIT...................
13 ARTICLE X CllANGES.........................................
14 ARTICLE XI SUSPENSION OR TERMINATION OF THE SERVICES.......
15 ARTICLE X11 LAWS AND REGULATIONS............................
16 ARTICLE XIll PATENTS.........................................
17 ARTICLE IV PATENTED ARTICLES UTILIZED......................
18 ARTICLE XV P ROP R I ET ARY I N FO RMAT 10N.........................
18 ARTICLE XVI N0TICES.........................................
19 ARTICLE XV11 CO MP LI AN CE WITH OWN ER' S RU LES...................
20 ARTICLE XV111 MODIFICATIONS, WAIVERS..........................
21
- ARTICLE a1X INDEPENDENT CONT RACTORS.........................
21 ARTICLE XX TAXES...........................................
21 ARTICLE XXI SUllCONTRACTS :
DELEGATIONS:
SET 0FF.............
21 ARTICLE XX11 OWNERSHIP OF DOCUMENTS.'........:.................
22 L
ARTICLE XX111 HISCELLANEOUS PROVISIONS........................
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c g1NStil. TING SMRVICES AGREEttRNT Til1SEACREEMENT is entered into effective as of April 18, 1985, by and betwoon Sonbrook-Owners (identified herein and co11cetively referred to as " Owner"),
4 acting:through New Hampshiro Yankee Division of Public Service Company of New llampshire, a agent (hereinaf ter referred to as " Owner's Reptorientntive"), P.O.
Box 700,- Scabrook,' New linmpshire, 03874-and Nucicar Energy Services, A Unit of Qual Corporation Shelter Rock liond, Danbury, CT 06810.
ARTICLE I.
DESCRIPTION OF SERVICES
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-1.1 The' Consultant agreco to perform such engineering and profensionni servicou..during the term of this Agreement as shall be authorized by Owner and agreed to by the Consultant.
Each authorization by Owner will include ~ the 'iame
- of'an individual who shall be responsihic for all technien1 communications.nd correspondence with the Consultant.
. All rorucsts by the Consultant f or reit -
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bursement:and compensation shall be sent to Owner as described-in the Purchase 3
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L0rder.
Ref erence - to - the Purchase-Order Nurrber must bc. made.
il.2,,0wner shall authorize the Consultant to perform services by issuing
-- 84Purchaso-Order or Purenase Order Amendment describing the scope of the services.
OThe Consultant shall. acknowledge cach individual work a,uthorization by signing and returning the Purchase Order or Purchase Order Amendment Acknowledgement copy.
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ARTICLE 11.
i OWhER AND OWNER' S REPP.CSENTATIVE 2.1 This Agreement is being entered into by the r.cveral utility con-panics (collectively the " Owner") which are participants under the Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units, dated May 1, 1973, as amended (the " Joint Ownership Agreement"), and each of which sh'all have obligations and rights with respect to this Agreement which are several and ncither joint nor joint and coveral in said proportions:
Utility Ownershi p Sharc Public Service Company of New Hampshire 35.56942%
The United Illuminating Company 17.50000 Massachusetts Municipal Wholesale Electric Company 11.59340 New England Power Company 9.95766 Central Maine Power Compcny 6.04178 The Connecticut Light and Power Company 4.05985 Canal Electric Company 3.52'317 Montaup Elcetric Company 2.89989 Bangor Hydro-Electric Company 2.17391 New Hampshire Electric Cooperative, 2.17391 Inc.
Central Vermont public Service Corporation 1.59096 Maine Public Service Company 1.46056 Fitchburg Gas and Electric Light Company 0.86519 Vermont Electric Generation and Transmission Cooperative, Inc.
0.41259 Taunton Municipal Lighting Plant 0.10034 lludson Light and power Department 0.07737 100.00000%
Each ouch participant reserves the.right, i,n connection eith a comparable assignment of its interest under the Joint Ownership Agreement, to assign its interest hereunder, in whole or-in part, to any other entity which is or becomes a participant under the Joint Ownership Agreement.
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2.2 The Owner hereby represents that it has delegated complecc respon-and of the Scabrook Project to New -
eibility for manaccment of this' Agreement
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Hampshire Yankee Divinf on of Public-Service of New !!ampshire, as Owner's Representative and age'nt.
Until it receives written notice to the contrary, Consultant shall be entitled to deal only with the Owner's Representative, except as may otherwisc be specified with respect to billing and payments hereunder.
Any notice or other communication given or furnished, or any action taken, by the Owner's Representative, making reference to this Agreement and given, furnished or taken in accordance herewith,.shall be deemed to be notice given or cocmunication furnished or action taken by the Owner.
ARTICLE III.
TERM OF Tile ACREEMENT AND TERMINATION 3.1 This Agreement shall continue in effect until the end of the calen-dar year of the'date of execution and thercafter this Agreement,shall continue from year to year unless terminated by Consu' tant, with or without cause, upon l
4 thirty (30) days' written notice.
However, Owner shall have the unilateral right to extend this Agrecment until-the completion of any work which is authorized and -is outstanding on the date this Agreement would otherwise ter-
-minate.
Payment shall be in accordance with Article IV of this Agreement.
' Notwithstanding the above', Owner shall have the right to suspend or terminate this Agreement or any services hereunder at any time in accordance with Article XI.
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3.2 In the event of termination, the Consultant and Owner shall continue to be. bound by the provisions of this Agreement, to the extent applicabic.-
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ARTICLE IVe.
PAYMENT FOR SERVICES 4.1-Owner agrecs to compensate the Consultant for al documented ser-vices properly performed.- The method of calculating such compensation shall be one of the folluwing_three bases (4.1.1 -_4.1.3) as designated for a particular
' task in the relevant Purchase Order or Purchase Order Amendment.
4.1.1 T1xed Cost.
Unicss otherwise mutually agreed upon by the Pardics, i
all tasks shall-be priced on a Fixed Cost bacis.. The Consultant shall provide l
to_0wner an estimate of the total cost to complete'the scope of work for t pro-posed task including,-but not limited to, the Consultant's services, travel and related fees, costs and expenses.
The cost.nutually agreed upon by-the parties, as set f orth in the relevant Purchase Order or Purchase Order Amendment, shall be the Authorized Cost for the task.
(The Consultant shall not be-compensated for any costs _in excess of the Authorized Cost for any task without first
-receiving Owner's prior, written approval.)
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4.l'.2. Tim'c and Expenses.
It is recognized by the Parties that in some l
'finstances'it may be preferable to price a task =on a Time-and-Expense basis L-rather than a Fixed Cost basis. This may include tasks. covering general con-
'sulting, technical direction by owner, or engineering inspection services,:where the' scope is not controllable by the Consultant.
When specified in the Purchase Order, the Consultant ' will provide an ' estimate of tho' total cost 'for budgetary l
purposes only.
If it becomes apparent that the budgetary estimate is not suf-I ficient to complete the task, the Consultant shall submit to Owner a-revised S estimate prior co reaching 75% of_the initial estimate, at which time owner may direct the Consultant.to proceed with the services based on the Consultant's, l-4 l
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revised estimate, or-order the services stopped prior to exceeding the initial a
estimate limit, For any task priced on a Time-and-Expense basis, Owner will be-billed and shall be responsible to pay only for time and other expenses neccenarily and_ prudently incurred, as set forth in the relevant Purchaco Order or= Purchasc~ 0rder Amendment.
Unit chargco and expenses for services performed on a Time-and-Exponce basis will be based on the fee schedule established in the relevant Purchase Order or Purchase Order Amendment.
j 4.1.3 LCoct Estimate.
It is further recognized by the Parties that there may be certain kinds of services where the details of the scopo cannot be fully developed until after the task is underway.
In such cases, the Consultant will be requested by Owner to commence its services to develop a scope of services i
and-provide a Cost Estimate to complete the task.
Two options are available to l
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the Parties when pricing a task on a Cost Estimate basis:
- a.. The Consultant shal provide a Cost Estimate for the development of a Scope of Serviccu document for that task and a Fixed Cost of the completion of that scope.
or b.
The Consultant shall provido a Cost Estimate for the completion.of that task.
For any task priced on a Cost Istimate basis, Owner will be billed and shall pay only for time dnd other expenses prudently incurred as set forth in the_ relevant Purchase Order,er Purchase Order Amendment.- llowever, in those
-cases where the Cost Estimate is exceeded, the portion of the labor billing which exceeds the Cost Estimate shall'bc discounted as follows:
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-Percentage Execeding Labor Cost Estimate Discount First 25%
0%
Second 25%.
30%
Over 50%
50%
In any case where the amount billed is lean than the Cost Estimate and the task has been completed within the agreed upon schedule, Owner shall pay the
'-Consultant a cash award equal to 50% of the difference between the amount billed i
l and the cost cotimate if the amount billed is at,1 cast 25% lens than the Cost Ectimate.
4.2-Occasional-overtime may be required in order to complete a specific portion of the servicco or to carry out the work.e,ffectively.
Overtime will bc billed and paid in accordance with the fee schedule established in the relevant Purchase Order or Purchase Order Amendment with no premium.
4.3 The Consultant shall submit to Owner a monthly invoice for charges payable in connection with services rendered during the preced'.ng month.
Each invoico,shall be identified with the appropriate Purchase Order Number and shall be' certified-as correct by an authorized official of the Consultant and chall be itemized.
All expenses shall be itemized on the invoice or shall.bc
-cupported by appropriate documentation.
For Fixed - Cost work, a payment schedule '
shall be as' agreed upon in the Purchase Order.
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4.4 All monthly invoices shall be duc and payable thirty (30) days from receipt thereof by Owner, subject to Owner's right to contest in good f aith ali
.or part of the cha,rdes set forth therein.
Owner agrecs_to make payment, when duc, for all uncontested amounts.
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_4.5 - Owner,chall-be notified when 50% and 90% of the cctimated dollar l
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. expenditure is reached when specified on the Porchase Order.
ARTICt.E V.
STANDARD OF PF.RFORMANCE 5.1 The consultant agrecs that the servicec provided hereunder shall conform with the, highest professional standards of care and practice appropriate to the nature of the technical and professional services rendered, that the person-nel furnishing said services shall be qualified and competent to perform ade-quately the services assigned to them, and that the recommendations, guidance and performance of such personnel shall reflect the industry standards of pro-fossional knowledge and judgment.
Owner shall have the right to approvo person-nel assigned before the fact and to require the removal from the services of any coployee of the Consultant, who in the sole opinion of Owner, has shown incom-potence, carcicssness, or_-nonqualification to perform the services assigned to that'employce, or whose conduct is otherwise improper.
5.2 Subject to the limitations of this agreement, if a defect, error or omission is_ discovered in any design, plan, drawing, specification, data or i
information,_which results from Consultant's failure to perform the services in accordance with the standards of care stated in Section ~5.1; then the Consultant,
~ 'shall correctly-reperform such defective' portion of its services to correct such crror. or omission in the design, plan, drawing, specification, data or infor-mation at no additional cost to Owner.
Should Consultant fail to reperform such
- defective services in a reasonably expeditious time, at the option of Owner,
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Consultant shall refund the payments made by owner to Consultant attributabic to such defective portion of the services.
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ARTICLE VI.-
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INSURANCE 6.1-Effective upon attival of nuclear fuel at the Scabrook site at which c
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the Consultant is to perform services as authorized pursuant to Section I of l:
L Article I, owner will, without-cost to the Consultant, obtain and maintain 1.
force until the decommissioning of the Scabrook Station an agreement of indem-nification as contemplated by Section 170 of the Atomic Eacrgy Act of 1954, as i
amended, and nuclear liability insurance f rom Ancrican Nuclear Insurers (" AN1")
and/or the Mutual Atomic Energy Liability Underwriters ("KAELU") in such form and amount as will meet the financial protection requirements of the Nuclear Regulatory Commission pursuant to Section 170 of the Atomic Energy Act of 1954, as amended.
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L 6.2 In the event that the nucicar liability protection system con-1, templated by.Section 170 of the Atomic Energy Act of 1954, as amended, is repealed or amended' Owner shall obtain and maintain in ef fect, until the decoc-missioning of the Scab' rook' Station to the extent available at reasonable cost and in accordance with prudent utility practice, sufficient nuclear liability p
Insu,rance or the equivalent with the objective that there will be no substantial F
i diminution.of the protection afforded to the Consultant hereunder.
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613 The Consultant agrecs to maintain the following insurance coverage
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.during -the performance < of its services-hereunder and, upon request, = will f urnish -
L certificates of the same:
- a. - Workmen's-Compensation insurance with limits of liability in any state i'n which Consultant may be required to pay. compensation related-to performnnec of scrvices hereunder.
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b._ Employcr's Liability. Insurance with limits of $1,000,000 per cach-
.:t accident.
- c. - Comprehensive Cencral Liability with the following limits:
Bodily Injury Liability and
$250,000 each person-
$1,000,000 each occurrence Property Damage Liability
$1,000,000 each occurrence d.
Automobile liability including owned, non-ovned, and hired automobile with limits:
Bodily Injury Liability
$150,000 each person
$1,000,000 each occurrence
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property Damage Liability
$250,000 each occurronec A Professional Lieb111ty Insurance policy with a limit of $1,000,000 c.
per claim and aScregate for'all claims arising from or related to all the services provided under this Agreement.
Should this pnlicy no longer be available, Consultant shall promptly notify Owner of said unavailability.
6.4 Since Consultant's service assignments under-this Agreement will bc
. in connection with new construction and/or operating units or f acilities, Owner
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chall extend to Consultant and its subcontractors the benefit of all of its nucl$ar and non-nuclear construction and/or operating property insurance s
covering said units or facilities and Ownce hereby waives all rights of recovery aEainst Consultant and its subcontractors for any loss or damage covered by said policies including any lossos not reimbur able due to the deductibics o
thereunder.
lloweve r, for loss occurrences attributabic to the negligence of.
Consultant, Consultant assumes an aggregate responsibility for the deductibics under Owner's prop,crty insurance up to the proceeds of the insurance _provided by Consultant in Article 6.3.
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ARTICLg Vll.
LIMITATION OF LIABILITY-7.1 Neither the Constitant nor ito subcontractora shall be responsible 1
f or locs or damage to any property (including property to Owner, Owner's Representative, Consultant, subcontractors and any other third party) or any incidental, special,-indirect or consequential loss or damage or decontacination cost arising 06t of a nuclear risk or hazard, and Owner waives any and all rights *cf _ recovery against, and agrecs to indemnify and hold harmicss, the I
Consultant and,its subcontractors for such los,s or damage.
The above waiver and f
indemnification' provisions will apply regardless of fault, negligence or strict liability.
In addition, Ounct shall obtain for the benefit of Consultant and its.subcon-tractors protection'againct liability for, arising out of, or resulting f rom a nuclear risk or haaard which causes damage to any property or equipment located at Scabrook Station which is used or intended for uce in connection with the operation thereof (including but not litnited to fuel) and which is owned by parties other than owner, 7.2 The Consultant's liability arising out of or in connection with this Agreement including without limit for indemnity, negligence, and breach of the warrantics as given'in Article V, shall be limited to those claims, breaches, 4
=def cts, errors, or omissions reported to the Consultant within two (2) years after completion of a particular task.
Ovner agrecs that it shall provide the Consultant with written notico if any such breaches, defects, errors, or omissions within ninety (90) days of their discovery by Owner.
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i 7.3 ticither party, its agents, officers, directors, employees or sub-contractors, shall be liable to the other party, its. agents, of ficers, -dirce-tors, employees or subcontractors, for claims for incidental, special, indirect or consequentici damages of any nature connected with of resulting from perfor-monce of this Agreement.
7.4 Execpt for Consultant's responsibilitics for deductibics pursuant to
- Article 6.4, Consultant's liability for loss or damage to any of Ovner's or any of its alfiliated companicu' statione, facilitica, or other property including but not limited to the Scabrook Station whether, occurring during Consultant's services or thereafter and arising out of Consultant's performance of its scr-vices under this Agreement shall bc limited to the proceeds received from the property insurance maintained by owner pursuant to Article 6.4 and Owner hereby releases _ Consultant and its subcontractors f rom any further liability theref ore.
7.5 If Owner institutes any action, proceeding or claim against any third party and Consultant is joined therein or claimed over against by'that
_ third party, or any insurer of same, Owner agrees to waive, reduce, and/or remit its recovery to the extent Consultant is adjudicated to be liabic ther'eto in
- contract, tort or otherwise as a result of or arising out of the services per-formed by Consultant under this Agreement, for any amount in excess of the
_ direct obligations to Owner assumed by Consultant under this Agreemc'nt.
7.6 Owner's rights and remedics as set forth in this Agreement arc exclusive and Consultant's liabilitics are limited as set forth herein whether based on contract or tort and irrespective of fault, negligence or strict liabi-lity of Consultantoor its subcontractors.
As used in this-Agreement, the term
" subcontractors" shall include without limit any of Consultant's suppliers of 11
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' data, entorial,_ equ'ipment or services regardless of tier and including employees, agents, and affiliated companics of Consultant and its suppliers.
'7.7 flotwithstanding anything to the contrary set forthL in this Agreement except for Consultant's obligation to reperform its defective services pursuant to Article 5.2 Consultant's total aggregato liobility for all claims of any-kind, whethat as a result of varranty, breach of contract, indemnity, tort, including fault, nccligence or strict liability, or otherwisc connected with or arising out of this Agreement shall be limited to the proceeds roccived from the insurances provided by Consultant or Owner amount to Articic 6; and Owner hereby releases Consultant and its subcontractors from any liability in excess thereof.
ARTICL.E Vill.
IlmEHNIFICATIOti t
8.1 - Consultant shall, at its expense, defend, indemnify and hold
. harmless Owner, its officers, agents and employees from and against all third party claims, causes of action, suits, losses and damages, including attorney foes, to the extent such claims and causes of action, suits, losses, damages,
' expenses, and attorney fees arise out of or result from and to the extent of negligent error or omission of the; Consultant, its agents or employees including any subcontractor and its agents or employces, and failurc of the Consultant,- its agents or_ employees, any subcontractor and its agents or coployces,- to comply with existing statutes, laws,1 regulations, and ordinances relating to the work which is the subject of this Agreement and the employment of labor in connection therewith.
Such indemnification, hold harmicss and assumption of expenses does not extend to claims, ctc., arising out of the
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errors, omission or negligence of. 0wner or third partics.
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ARTICLE XXa.
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RICitT TO INSPECTION AND AUDIT
- 9.1 _ Inspection.- Owner shall at all times,~during normal business hours, have the right to inspect materials or equipment provided and to review or observe _the services performed by the Consultant.
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9.2 Audit.
Owner rccerves the right and Consultant shall allow owner to audit, or cause to have audited, any and all items related to aspects of this Agreement to assure _ Consultant's compliance therewith. 'These items include pro-perty, books, and records,= including computcrlied data files (excluding proprictary source codes), of Consultant related to the terms, proposals, and performance under cach section of this Contract.
Fixed and established costs, rates and charges are not subj ect to audit, j
9.3 _.When_ requested by Owner, Consultant shall provide Owner with access-to personnel, property, and records necccsary to effectuate-Ownct audit or 4
audits hereunder.
When requested by Owner, Consultant shall provide com-puterized data files and programs for audit purposes using computer equipment
- under Consultant supervision or control.
Subject to-the other provisions of this Agreement which may provide for Consultant to furnish supporting documen-1tation to Owner, " access" pursuant to this paragraph contemplates au,dits on i
Consultant's premises during, normal business hours.
Owner's auditors may copy any document which can be properly audited hereunder and Owner agrecs that any such copics will be used only for its purpose hereunder and will not bc disclosed to unrelated third parties.
Consultant agrees that Owner shall be permitted identica,1 audit rights in any subcontract made by Consultant f or services-hereunder, and shall cause the inclusion of this section' in all such 13 i
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- subcontracts after nodification to reficct Owner's identification.
Consultant shall notify Owner of-potential subcontractors so that Owner may contact such subcontractors f or a pre-Contract visit to discuss record keeping procedures and audit measures.
ARTICLE X.-
4 Cll ANC ES 10'.1 Owner shall have the right to make changcc in scope of the services within the general scope, for a particular task,.
No changes shall be mado except as authori:cd by Purchase Order or Purchase Order Amendment.
In addi-tion, it is agreed 'that causes or events beyond Consultant's reasonabic controls which impact Consultant's services effort or schedule (including but not limited to f orce majeure events and unreasonabic Owner's delays or inaction with respect to decisions, reviews and/or approvals) shall be the basis of adjustments to Consultant's Fixed Cost or Cost Estimate, 10.2 If Consultanc claims that any (1) instructions by drawings or other-vise approved or issued by Owner, or (ii) cause or event beyond Consultant's reasonable control af ter the date of the relevant Purchase Order or Purchase Order. Amendment involve extra cost, the Consultant shall give written notice to Owner including an estimate of. changed cost-or time thereof within tventy (20) days af ter (1) the receipt of' such instruction, or (ii) the cause or event beyond Consultar.t's reasonable control, and in any event before proceedinC to
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execute the additional services unicos otherwise directed by owner, and except in an emergency endangering life or property.
No such claim shall be considered
-unless so made.
If the change as ordered increases or decreases the cost of the services, a fair and reasonabic amount, as agreed upon by Owner and Consultant, I
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14 it, shall-be added to or subtracted from tha Consultantgcompensation (Fixed Price, Cost Estimato, etc.) ther'efore.
10.3-If, within twenty (20) dayu after consultant has provided an esti-mate of changed cost and/or time, the Parties are unable to conclude a mutually
. catisfactory agreement, Consultant shall proceed with the services as changed or modified until_ the dif f erences are resolved, on a Time and Expenses basic per Article 4.1.2.
Once the differences are rc90lved and the compensation bacis is, agreed upon, the appropriate payment or credit shall be made.
ARTICLE XI.
- SUSPENSION OR TEIOtINATIOP OF _ THE SERVICES 11.1 Ownct may suspend or terminate this Agreement in whole or in part at any time from time to time by written notification to Consultant.
Such termina-tion shall be without prejudice to any claims which Owner may have against Con-sultant. Upon receipt of notification of termination, Consultant shall, unicss notified otherwise, immediately order discontinuance of the services and delivery and order of materials, and make reasonable efforts to caneci existing
' ' orders, contracts, and-subcontracts upon terms satisfactory to Owner.
' Consultantishall, af ter notice of termination, continue to perform such services as necessary to preserve _and protect work in progress, including eq'ipment, u
materials, and plant constru'cted, or in transit, until relinquishing possession I
and control of same as provided in the notice of termination.' For tasks compen-ile7,_
L, sated pursuant to Articic 4.1.2 and 4.1.3b, upon compliance with the notice of
-.tbrnination,-Consultant shall be entitled to roccivo as compensation such sum as may bc necessary to compensate Consultant for his costs; expenditures; and com-mitmc'nts and services performed in connuction with this Agreement; together with-15 Wep
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a prorated portion of f ee_ (if applicabic) in the event of permanent termination
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based on work completed and costs reasonably incurred in this termination e f f o r.t, as reasonably judged by owner, less the payments and credits previously received b^y Consult' ant from 00ner.
For tasks compensated pursuant to Article 4.1.1 and 4.1.3a, upon compliance with the notice of termination, Concultant 3
shall be entitled to receive as compensation a percentage of the Fixed Price
' based upon the ratio of the work performed (including termination services) to the total work which was to have been performed, as reasonably judged-by 0 ncr, less the payments and credits previously received by Consultant from Owner.
ARTICLE XII.
LAWS AND P.EGULATIONS 12.1 Compliance with Laws and Ordinances.
C,onsultant shall co$ ply with all laws, statutes, ordinances, rules, orders, and reguli*.lons enacted or pro-
' TL mulgated by Federal, State, Municipal or other government ('juthority relating to the services, the ceployment of labor in connection therewith the purchace, use and manuf acturer of materials used or furnished by Consultant or any sub-
' contractor and relating to the preservation of the public health and safety.
12.2 Licenses and permit Fees.
If applicable to the services provided, Consultant shall procur'c and pay for all temporary licenses and permits and pay
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all governmental and public utility charges and inspection fees required for any part of the services performed and for its completion, whether or not specifi-
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cally mentioned in the Contract unless otherwise directed by Ovner.
All such
- actual costs will be reimbursed by Owner.
Permits, licenses and casements,for permanent-structures or permanent changes in existing fac111 tics shall be-secured and paid for by owner unicss otherwise specified.
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'd AP,TICLE XIII.
..r PATENTS
- 13.1 The Consultant hereunder shall cummunicate promptly and fully to Ovner the details of any discovery or invention made and conceived by them f or.
Owner while providing services hereunder.
Upon Owner's request, the Consultant shall grant to Ovner a nonexclusive, royalty free license to practice and use any and all such patents which may be issued to the Consultant in the United States 'and/or other countrics, which patents are directly based on any discovery or invention initially made and conceived for Owact while providing services hereunder.
Said license shall be for the sole benefit of Owner, and Owner shall use said licensc(s) at its own risk without recourse to the Consultant.
If the Consultant decides-not to obtain or pursue patent. protection for such invention disclosures or its determines to transfer or assign all of its rights; the Consultant shall grant Owner the first opportunity to acquire said patent rights;andOwnershallhaveaminimum90-dayperiodto$cgotiateandacquire said patent rights from the Consultant.
13.2 If joint discoverics or inventions are first made or conceived while the-Consultant is providing services hereunder and the Parties cutually agree-to pursue patent _ rights, then the P,arties agree to negotiate patent rights and' royal' tics 'in good f aith, baced on the equitics and value of each Party's contribution.
13.3 If owner requests the consultant to develop any. discovery or inven-tion made or conceived by owner or any employce, the Consultant shall be reim-bursed for reasonabic.cxpenses incurred by the Consultant in rendering such assistance to Owner.
If the Consultant elects to reimburse Owner for such 17 me m
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,' expenses-or not to charge Owner for such expenses, Owner chall grant to the Consultant a nonexclusive,' nontrancierable license to use such discovery or Linvention.
APNICLE XIV.
PATENTED ARTICLE!i UTILIZ1:D t
14.1 in the event that *he Consultant shall u;.c any inf ormation, data,
materials, designs, specifications, plans or drawings f urnished under this Ag re eme nt, any patented device, process or }tocedurc known to the Consultant, the Consultant shall obtain for Owner the rignt to use such device, proccas or procedure, without cost to Ovner.
The Consultant shall indemnify, defend and hold harmless Owner f' rom all claims, suits, or pro,ccedings made or brouCht-
.against Owner so far as based on any allegation that use of such known patented device, process or procedure constitutes an infringement of any patent, and the Consultant shall pay all damages, costs and expenses in connection with any such claims, suits or proceedings, ARTICLE XV.
PROPRIETARY INFORMATION S
15.1 The Consultant recognizes that Owner may find it necessary or desirable to make information availabic to the Consultant or its personnel which c'.
is= deemed to be proprietary information.
in this regard, it is agreed that
'neither the Consultant nor ito personnel shall discloce to third parties any information which may be disclosed to them or to which they are given access-during the performance of this Agreement, or publish cuch 1,nformation in any form.at any-time, whether during the term of this Agreement or for a period of ten years af ter the date of the particular purchase order, provided that such 18 4
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information is specifically designated as proprietary in nature by Owner in uriting at the time of such disclosure or access, or at any other time prior to disclosure of the information by the Consultant.
The obligations leposed on Consultant herein shall not apply to informatior W
<o is or becomes
..ach is known by publicly known through no wrongful act of Cons,i s
Consultant prior to the disclocuro of such infors (c) which becomes known to Consultant independently of this disclosure through its internal deve-lopments or from a' third party.
15.2 Any information which is supplied by'the Consultant to Owner under this Agreement and which is specifically designated in writing at the time of its transmission as, proprietary in nature by the Concultant will be restricted in a similar manner as in Section 15.1 and owner will not disclose such infor-mation to others or publish it in any form at any time; provided, however, that notwithstanding the foregoing Owner may disclose any such information to its corporate affiliates and to owners of the facility for which the services are performedandtheiragents,toitsoutsideconsultantsandtheNnitedStates Nuclear Regulatory Commission or other local, State or Federal regulatory agen-cies or instrumentalitics when such disclosure is necessary in connection with the licensing, construction, operation, maintenance and repair of the f acility f or which the services are performed or otherwisc required by law.
Owner agrecs that it will cooperate with the Consultant in an effort to minimize the amount of such information which will be disclosed in any such case and to make reasonable efforts to secure, confidential treatment of such information.
h ARTICLE XVI.
NOTICES 16.1 Except as provided in Section 1.1, all communications and notices I
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by the Consultnut te Owner Tall be addreuned to New llampubit e Yankee Divir.lon of Public Service Company of New ilt.mpt. hire Seabrook Station P.O. Enx 700 Scabrook, New ilampshire 03874 Attention 1.r. R.W. Romet, Manager-purchasinn, Contractu 6 lanurance All communicationn and notiteo by Dwner to the Consultnnt r. hall be addressed to:
Nuclear Energy Services A Unit of Qual Corporation Shelter Rock Road Danbury, CT 06810 Attention Mr. Byron Rall Telephone:
(20'))?96-5221 Either party may change the address set forth by notice to the other, and all noticos and communications shall be in writing or by telegraph.
ARTICLE XV11.
COMPL1 ANCE WITil OWNER'S RUI.ES 17.1 Personnel provided by the Consultant shall abide by all rules and regulations applicabic to the facility for which the cervices are perforned.
All work performed hereunder will be undertaken in full cooperation with the organization operating the facility and with the 1 cast possible interferente with the continuity and officiency of other work conducted at the unit site.
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1 ARTICLE XVIII.
HODITICATIO!!S, WAIVElq' 18.1 -No waiver, alternation, concent, or modification of any of the pro-visions of this Agreement shall be binding unicss in writing and signed by a duly authorized representative of the Party to be bound, except that changes in the scope of work shall be governed by Articic X; and no waiver by any Party of any default of the other shall be deemed to be a waiver by such Party of any other' def ault.
ARTICLE XIX.
Iid,EpENDENT CONTRACTORS 19.1 Consultant shall at all times be an independent contractor and responsibic for all actc or omissions of iti agents, employees, and subcontrac-tors.
No act or order of Osner chall be deemed to be the exercisc of super-Vision or control of performance hereunder.
ARTICLE XX.
TAXES L.
20 1 Any tax or other covernmental chargo imposed upon the services pro-vided horcunder shall be paid by Consultant.
. ARTICLE XXI.
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SUBCONTRACTS:
DELEGATIO!!St SETOPF u-21.1 Except that Consultant may subcontract the Services, in whole or.in--
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part, or assign righ s and obligations under this Agreement, in whole or in t
part, to its related entitics without the approval of Owner, Consultant shall not without the prior written consent of owner make any contract with any other person for furnishing any of the services covered by this Agreement or otherwise assign its rights and obligations hereunder.
Consultant guarantees to Owner compliance by such related entitics with the responsibilitics herein assumed by Consultant.
Owner may set off against amounts payabic under this Agreement for j
i any claim or charge it may have against Concultant for overpayment, billing, errors', adjudicated settlements, or any refunds duo pursuant to Articic 5.2.
ARTICLE XXII.'
_0VNER$111p 0F DOCUMENTS 22.1 Except as restricted by Articic XV, Section 2 hereof, all infor-4 mation, data, designs, plans, drawings and specifications supplied or delivered to Owuct by the Consultant or its personnel pursuant to this Agreement shall be
- the solo property of Ovncr, and Owner shall have the right to use or dispace of
- n11 or any part of such materials by sale or other transfer without restriction or accountability to the Consultant.
'uner hereby releases and agrecs to defend
- - and indemnify Concultant f rom and against any claim, loss or damago (including consequential damages) arising f rom such use or transfer for any purposes other othan those specified for the particular task assignment unicss such use or transfer has been specifica1'ly approved in writing by Consultant.
The Consultant may, for its subsequent businers activitics, retain and use copics of all such materials, provided that uce of any materials covered by patents belonging to Owner shall first be covered by a licensing agreement bet l weep;the 5
g Parties.
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ARTICLE XX111.
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ftiSCCl.LAttr.00S PROV1$10tlS 23.1 In the event any provision hereof shall be declared invalid, cuch provision shall be deemed severabic f rom the remaining provisions of this Agreement, which chall remain in full force and effect.
l 23.2 This Agreement and all Purchase Orders and Purchase Order Amendments
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issued pursuant hereto constitute the entire Agreement between the Parties for the services to be provided hereunder, and cupersedes all prior representations and agreements, whether written or oral, between the Parties as to such scr-vices.
In the event of a conflict betvcon the terms of the Purchase Order and Purchase Order Amendments ~and the terms of this Agreement, the written terms of the, Purchase Order and Purchaco Order Amendments shall govern, but the written terms of the Agreement shall govern over any printed terms as the forms of the Purchase Or'dce or Purchase Order Amendments.
Each Purchase Order shall incor-poratethisAgreebentbyrefetence.
It is specifically agreed that any preprinted provisions set forth in Purchase Ordero shall have no force or effect.
23.3 This Agreement may be executed in duplicate, each of which shall be deemed to'bc an original, but which together shall constitute one and the same
' ins t r ume nt.
23.4 This Agreement shall be interpreted and construed in accordane i
s vith the 1aws of the State of Ncv llampshire.
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SICf1ATilRE IN WITNESS-UllEREOF, the said Parties have hereunto set their handa and seals.
NUCl. EAR ENERGY SERVICES A llNIT OF QUAT. CORPORATION lly t
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Iloward J. Lars6p'#
Senior Vice President
- Title,
' -Marketing tmd-Plannint; Date May 9.1985 SEAllR00K OWNERS, Acting, throur,h NEW llAltPSil!RE 4
YANKER DIVISION OF PUllLIC SERVICB 0F Hl;V llA!!PSHIRE, as agent as aforenat'd.
IE By: _ _.
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-Title Vice President - Nuclear Production Dato:
July 24, 1985 5
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